TERMS & CONDITIONS

Below is an agreement (“Agreement”) between Ofertas365 (Curaçao) N.V. and RSN Entertainment Ltd who operate the website www.cryptomillionslotto.com and www.globalmillionslotto.com (“us” or “we” or “our”) and you (“you”).

This Agreement sets out the terms and conditions that apply to you and us following a successful application by you to join our sharer program (“Sharer Program”).

1. INTERPRETATION

2. OUR OBLIGATIONS

3. YOUR RIGHTS AND OBLIGATIONS

4. CHARGES AND PAYMENT

5. INDEMNITY

6. LIMITATION OF LIABILITY

7. DURATION AND TERMINATION

8. FORCE MAJEURE

9. WAIVER

10. RIGHTS AND REMEDIES

11. SEVERANCE

12. ENTIRE AGREEMENT

13. ASSIGNMENT AND OTHER DEALINGS

14. NO PARTNERSHIP OR AGENCY

15. VARIATION

16. NOTICES

17. GOVERNING LAW

18. JURISDICTION

1.INTERPRETATION

The definitions and rules of interpretation in this clause apply in this Agreement.

“Commission” : means your rewards for introducing Customers calculated by multiplying Revenue by Rate.

“Customer(s)” : means visitors attributed to you who join our customer database and play lotto after registering on one of our Websites having arrived at the Websites via your Sharer Link.

“Dashboard” : means our web-based interface that sets out your Customer numbers, their activity and Revenue.

“Effective Date” : means the date you join our Sharer Program.

“Fraud” : means an actual or attempted act by you or any Customer which is reasonably deemed by us to be:
(i) illegal in any applicable jurisdiction; (ii) made in bad faith; or (iii) intended to defraud us or any of the Websites.

“Marks” : mean our trade name, trade marks, service marks, logos and any other insignias, which we may use from time to time.

“Rate” : the percentage rate of 5% (five percent) of Revenue.

“Restricted Territories” : mean territories where it is prohibited to market and promote our Websites.

“Revenue” : the amount of revenue earned from lotto ticket sales we make to Customers.

“Sharer Link” : means the unique hyperlink or banner that we provide exclusively to you for referencing our Websites through which you refer potential Customers, and from which we track customers’ activities and calculate Revenue.

“Spam” : means emails and messages that meet any one or more of the following criteria: (i) unsolicited mailing, usually sent to a large number of addressees; (ii) contains false or misleading statements; or (iii) inserts icons or causes software download or installation or similar action without the consent of the addressee; and “Spamming” shall be construed accordingly.

“Websites” : our websites including products on the websites, currently located at www.cryptomillionslotto.com and www.globalmillionslotto.com.


1.1 Clause and paragraph headings shall not affect the interpretation of this Agreement.

1.2 A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality).

1.3 A reference to a company shall include any company, corporation or other body corporate, wherever and however incorporated or established.

1.4 Unless the context otherwise requires, words in the singular shall include the plural and, in the plural, include the singular.

1.5 A reference to writing or written includes faxes and email.

1.6 References to clauses are to the clauses of this Agreement.

1.7 Any words following the terms including, include, in particular, for example or any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.

2. OUR OBLIGATIONS

2.1 To join our Sharer Program you will need to accept these terms and conditions.

2.2 We will register your Customers and track their transactions. We reserve the right to refuse Customers (or to close their accounts) if necessary, to comply with any requirements we may periodically establish.

2.3 We will track such matters as are necessary to calculate Commission, the detail of which are summarised in the Dashboard. If you do not agree with the details, we have used to calculate Commission you should contact us to discuss any discrepancies.

2.4 We shall provide you with a Sharer Link to link your Customers to our Websites.

2.5 We shall be responsible for developing, operating and maintaining our Websites.

2.6 We shall provide Customers access to, and use of the Websites, in accordance with our standard terms and conditions, policies and procedures from time to time.

2.7 We may modify any of the terms and conditions contained in this Agreement or replace it at any time at our sole discretion by emailing you and/or posting a change notice in the Dashboard. If any modification is unacceptable to you, your only recourse is to terminate this Agreement. Your continued participation in the Sharer Program following a change notice or new agreement available in our Dashboard will constitute binding acceptance of the modification or of the new agreement.

3. YOUR RIGHTS AND OBLIGATIONS

3.1 You shall use reasonable efforts to market and promote the Websites using your Sharer Link.

3.2 You shall be responsible for maintaining the proper functioning and maintenance of all hyperlinks to our Websites.

3.3 You will not market or promote the Websites within, or to persons from, Restricted Territories; or be involved in any traffic coming from any Restricted Territories; or allow, assist or encourage circumvention of any restriction put in place by us in connection with Restricted Territories.

3.4 You acknowledge and agree that you have no authority to legally bind us in relation to Customers or anyone else, and you agree that you shall not make to anyone any representation or commitment about us or the Websites.

3.5 You shall comply with all applicable laws and regulations with respect to your activities under this Agreement. In particular, you warrant that you comply with all of the General Data Protection Regulation EU 2016/670 requirements and have obtained all necessary consents from data subjects that will allow you to promote or market our Websites to them.

3.6 We hereby grant to you a non-exclusive, non-transferable licence, during the term of this Agreement to use our Marks solely in connection with the display of promotional materials and other marketing materials. This licence cannot be sub-licensed, assigned or otherwise transferred by you. Your right to use the Marks is limited to and arises only out of this licence. You shall not assert the invalidity, unenforceability, or contest the ownership of the Marks in any action or proceeding of whatever kind or nature and shall not take any action that may prejudice our rights in the Marks, render the same generic, or otherwise weaken their validity or diminish their associated goodwill. You must notify us immediately if you become aware of the misuse of the Marks by any third party.

3.7 During the term of this Agreement, you may become aware of confidential information relating to our business, operations, or underlying technology and/or the Sharer Program. You agree to avoid disclosure or unauthorised use of any such confidential information to third persons or outside parties unless you have our prior written consent and that you will use the confidential information only for purposes of this Agreement. Your obligations with respect to confidential information shall survive the termination of this Agreement.

4. CHARGES AND PAYMENT

4.1 We will pay Commission only to your Walleto wallet, which you can transfer at your discretion from our website.

4.2 You acknowledge and agree that no payments are due to you under this Agreement other than as expressly set out in this Agreement.

4.3 You will be fully responsible for all taxes, fees and other costs incidental to and arising from any payments made to you under this Agreement. You will indemnify and reimburse us for any costs, expenses or losses that may be caused to us as a result of any claim or demand made by any governmental or other authority, with regard to tax withholding obligations or similar obligations to which we may be subject in connection with making payments to you.

4.4 We reserve the right to withhold all amounts due and payable to you under this Agreement if we believe that any Fraud has taken place or is contemplated which involves you, whether or not the withheld amounts relate to the event in question.

4.5 All calculations in connection with the amount payable to you will be made by us and based solely on our systems’ data and records, and our calculations will be final and binding.

5. INDEMNITY

You shall indemnify us against all liabilities, costs, expenses, damages and losses (including but not limited to any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal costs (calculated on a full indemnity basis) and all other reasonable professional costs and expenses) suffered or incurred by us arising out of or in connection with:

(a) any actual or alleged breach by you of any warranty, representation or undertaking by you contained in this Agreement;

(b) the performance of your duties and obligations under this Agreement; or

(c) your negligence in performing your duties and obligations under this Agreement.

6. LIMITATION OF LIABILITY

6.1 This clause sets out the entire financial liability of us (including any liability for the acts or omissions of our employees, agents and sub-contractors) to you:

(a) arising under or in connection with this Agreement; and

(b) in respect of any representation, misrepresentation (whether innocent or negligent), statement or tortious act or omission (including negligence) arising under or in connection with this Agreement.

6.2 Except as expressly and specifically provided in this Agreement, all warranties, representations, conditions and all other terms of any kind whatsoever implied by statute or common law are, to the fullest extent permitted by applicable law, excluded from this Agreement.

6.3 Nothing in this Agreement excludes our liability:

(a) for death or personal injury caused by our negligence; or

(b) for fraud or fraudulent misrepresentation.

6.4 Subject to clause 6.3:

(a) we shall not be liable whether in tort (including for negligence or breach of statutory duty), contract, misrepresentation (whether innocent or negligent), restitution or otherwise for any loss of profits, loss of business, depletion of goodwill and/or similar losses or loss or corruption of data or information, or pure economic loss, or for any special, indirect or consequential loss costs, damages, charges or expenses however arising under this Agreement; and

(b) our total aggregate liability in contract, tort (including negligence or breach of statutory duty), misrepresentation (whether innocent or negligent), restitution or otherwise, arising in connection with the performance or contemplated performance of this Agreement shall be limited to the amount paid under this Agreement by us to you during the 12 (twelve) months preceding the date on which the claim arose.

7. DURATION AND TERMINATION

7.1 This Agreement shall commence and come into effect from the Effective Date and shall continue in full force until it is terminated in accordance with the provisions for termination set out in this Agreement.

7.2 You may terminate this Agreement at any time, with or without cause subject to providing us with prior written notice. We may terminate this Agreement at any time subject to providing you with no fewer than 30 (thirty) days' prior written notice.

7.3 In the event you breach any of the terms of this Agreement we may:

(a) terminate this Agreement immediately; and/or

(b) at our option indefinitely withhold from you any payments due to you.

7.4 In the event that you make any assignment for the benefit of your creditors or make any composition with creditors; or have appointed, or shall be the subject of any notice of a receiver or holding company; or shall be the subject of a voluntary or compulsory liquidation (other than for the purpose of a solvent reconstruction or amalgamation); or are made the subject of any administration order or insolvency procedure or such analogous event; or cease to carry on business or (being a natural person) are deemed either unable to pay your debts or as having no reasonable prospect of so doing we may terminate this Agreement immediately.

7.5 We shall further have the right to terminate this Agreement with immediate effect on the provision of written notice to you:

(a) if you carry out any action which we believe might prejudice our relationship with any regulatory authority or any of our licences; or

(b) if we are ordered or required by any regulatory authority to terminate our relationship with you; or

(c) if there is any form of Spamming of our Websites.

7.6 Termination of this Agreement shall not extinguish either of the parties' obligations under this Agreement which by their intention or context are intended to survive the termination of this Agreement.

7.7 Following the termination of this Agreement and the payment to you of Commission as at the time of termination, we shall have no obligation to make any further payments to you.

7.8 Upon termination:

(a) you must immediately cease to use the Sharer Link and all materials of any form provided by or on behalf of us to you pursuant to this Agreement and you will either permanently and securely delete all such materials and documents, or return them all to us; and

(b) you must promptly return to us any confidential information in your control or possession in whatever form; and

(c) all licenses and rights granted hereunder to you shall immediately terminate.

8. FORCE MAJEURE

Neither party shall be in breach of this Agreement nor liable for delay in performing, or failure to perform, any of its obligations under this Agreement if such delay or failure result from events, circumstances or causes beyond its reasonable control. In such circumstances the affected party shall be entitled to a reasonable extension of the time for performing such obligations. If the period of delay or non-performance continues for 6 (six) months, the party not affected may terminate this Agreement by giving 30 (thirty) days' written notice to the affected party.

9. WAIVER

No failure or delay by a party to exercise any right or remedy provided under this Agreement or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.

10. RIGHTS AND REMEDIES

The rights and remedies provided under this Agreement are in addition to, and not exclusive of, any rights or remedies provided by law.

11. SEVERANCE

If any provision or part-provision of this Agreement is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of this Agreement.

12. ENTIRE AGREEMENT

This Agreement constitutes the entire agreement between us and you and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between us, whether written or oral, relating to its subject matter.

13. ASSIGNMENT AND OTHER DEALINGS

13.1 You may not assign, transfer, mortgage, charge, subcontract, declare a trust over or deal in any other manner with any or all of your rights or obligations under this Agreement without our prior written consent.

13.2 We may at any time assign, transfer, mortgage, charge, subcontract, declare a trust over or deal in any other manner with any or all of our rights or obligations under this Agreement.

14. NO PARTNERSHIP OR AGENCY

Nothing in this Agreement is intended to, or shall be deemed to, establish any partnership or joint venture between any of the parties, constitute any party the agent of another party, nor authorise any party to make or enter into any commitments for or on behalf of any other party.

15. VARIATION

No variation of this Agreement shall be effective unless it is in writing and signed by the parties (or their authorised representatives).

16. NOTICES

Any notice given to us under or in connection with this Agreement shall be sent by email to info@earnbitcoin.world.

17. GOVERNING LAW

This Agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of England and Wales.

18. JURISDICTION

Each party irrevocably agrees that the courts of England shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this Agreement or its subject matter or formation (including non-contractual disputes or claims).